Resolutions and voting at general meetings and AGMs

Resolutions

A resolution is a decision made by members at a meeting. There are two types of resolutions that can be put to members to consider and vote on – resolutions (sometimes referred to as ‘ordinary resolutions') and special resolutions.

For a resolution to pass, a majority of votes in favour of the resolution is required to pass it (unless your rule book replaces this rule with a different amount).

For a special resolution to pass it requires 75 per cent of the total votes cast that are in favour of the resolution (not 75 per cent of all members).

When special resolutions are required

Only certain decisions require members to pass a special resolution. These include:

• register a new corporation or amalgamate with another corporation
• change a corporation’s name
• amend a corporation’s rule book
• cancel a member’s membership (for certain reasons only)
• transfer the corporation’s registration to another law
• wind up a corporation, and decide how to distribute assets in a winding up.

Proposing resolutions

Directors will propose resolutions in the notice of the meeting (see Calling meetings). This gives members time to think about the decision they’re being asked to make and any questions they want to ask in the meeting.

Members can also propose resolutions to be considered at a general meeting by giving notice to the corporation. 

Members’ resolutions

Members have a right to propose a resolution at general meetings. It is also possible for members to pass a resolution without holding a general meeting.

The request from members must:

• be in writing
• set out the words of the proposed resolution/s
• be signed by all the members making the request
• be given to the corporation.

After a notice of a resolution proposed by members has been given to a corporation, it must be considered at the next general meeting as long as it takes place more than 28 days after the notice is given.

Consideration of members’ resolutions

At the same time the corporation gives notice of the next general meeting, the corporation must give notice of the members' resolution the same way that it gives notices of general meetings.

If the resolution is defamatory the corporation does not have to give notice of it. A resolution may be defamatory if it would harm a person’s reputation, usually by subjecting the person to public contempt, disgrace or ridicule, or by affecting the person’s business. If you think a statement could be defamatory you should get legal advice.

The corporation is responsible for the cost of giving members notice of the resolution.

Voting

Who can vote

Every member usually has one vote. This includes the chairperson if they are a member too. The number of votes for each member can be changed in a corporation’s rule book. 

The chairperson should advise members how voting will be carried out at a general meeting or AGM: will votes be carried on a show of hands, or will members need to cast secret ballots? Generally, a resolution put to the vote at a general meeting or AGM is decided on a show of hands.

Before a vote takes place, the chairperson must also inform the meeting if there are proxy votes and how they will be cast. 

An objection or challenge to a right to vote can only be made at a meeting. The chairperson must rule on it and their decision is final. 

The chairperson may have a casting vote if a vote on a resolution is drawn or tied. 

Polls

A poll (a formal count of votes) can be requested by: 

• at least five members entitled to vote on the resolution 
• members with at least five per cent of the votes that can be cast on the resolution 
• the chairperson. 

A corporation’s rule book can provide for a lower number of members to demand a poll. A poll can be demanded at any time before, during or immediately after a vote on a show of hands is declared. The chairperson decides how the poll will be taken, unless the rule book specifies a process. 

How to count the votes

No matter what voting method you use, the chair of the meeting declares if the resolution is passed or not.

It's the votes for and against a resolution that are counted. You do not count the number of members at the meeting who didn’t vote. If your corporation allows proxy votes, those need to be counted too.

For a vote by show of hands, there’s no need to count every single vote if the outcome is clear. The chair decides if the required number of votes was reached.

For a poll vote, every single vote is accurately counted to work out if the required number of votes was reached.

Proxies

A corporation member who is entitled to attend and vote at general meetings may be able to give another person the power to vote or attend meetings on their behalf. The process is called appointing a proxy.

Proxies must be in writing and be signed by the member giving the proxy. The proxy form must contain the following information: 

• the member’s name and address 
• the corporation’s name 
• the proxy holder’s name or the name of the office held by the proxy holder 
• meetings at which the proxy holder will vote. 

There is usually a proxy form in the back of a corporation’s rule book, if proxies are allowed. 

A corporation must receive a completed proxy form 48 hours before a general meeting or AGM takes place. 

A person can be a proxy for a maximum of three members.